It was ten years ago when screenwriter R. Lee Fleming, Jr., still in college, had the idea for GET OVER IT, a comic exploration of first love. Fleming moved to Los Angeles four years later, where his script for GET OVER IT suitably impressed Tapestry Films. They then hired him to write "She's All That," his first produced screenplay, which starred Freddie Prinze, Jr. and Rachel Leigh Cook, and was distributed by Miramax Films.

When "She's All That" became a box office success. Fleming's earlier script for GET OVER IT attracted increasing attention. Michael Burns and Marc Butan at Ignite Films had already optioned the story when Miramax expressed interest in acquiring the project. Fleming's script then undertook an exciting new development when Miramax came on board. "We had a big meeting at Miramax when (Co-Chairman) Harvey Weinstein came up with the idea of incorporating Shakespeare into the script," recalls Fleming.

After researching Shakespeare's works, Fleming found that A Midsummer Night's Dream, with its themes of young, unrequited love, was an ideal match for his original story.

Not long after, Miramax's Harvey Weinstein saw a film by young director
Tommy O'Haver, "Billy's Hollywood Screen Kiss" at the Sundance Film Festival;
O'Haver, Weinstein was convinced, was the right person to direct GET OVER IT.

Even though they found their work styles to be very different, screenwriter Fleming and O'Haver found they worked together well. "Tommy is my age and we can relate to each other as peers," says Fleming. "We came to the project from completely different angles, and we have different senses of humor. Something really good came out of those differences."

Until he read the script, O'Haver had been wary of doing a teen movie. "The thing that attracted me was the play. That really set it apart from other teen films.

"I particularly liked the fact that the production was 'A Midsummer Night's Dream' because that was the first Shakespearean play I saw as a kid," recalls O'Haver. "I was so amazed that a play written so many years ago could actually entertain me, a fifth grader in Indiana. I'd always wanted to do that play as a film. So then the script came with all these elements it seemed to scream out to me, 'Hex' this is your fate. You've got to do this film."'

With OHaver on board, producer Paul Feldsher and co-producer Louise Rosner were brought in to oversee the production and assemble the rest of the creative team. Award-winning cinematographer, Maryse Alberti, who had photographed such films as "Velvet Goldmine," "Happiness" and "Paris is Burning" was hired, along with production designer Robin Standefer who recently worked on Kasi Lemmons' "The Caveman's Valentine." Mary Jane Fort was brought in to create the costumes, and Jeff Betancourt came in to edit the film.

The filmmakers were able to cast the film with some of Hollywood's most exciting young talent, both from film and television, as well as with some of film's more established actors. For the central role of Berke Landers, a guy who can't get over losing his girlfriend,
O'Haver chose newcomer Ben Foster, who had received raves for his role in Barry Levinson's "Liberty Heights."

"We saw Ben in 'Liberty Heights' and he was amazing," says director Tommy O'Haver. "He just had this great comic timing and I immediately saw him playing the part of Berke. We were really lucky to get him."

For the actor, the script for GET OVER IT was a departure from most youth- oriented comedies. "It wasn't like normal teen scripts," Foster explains. "It has this really light, happy, idealistic surface and underneath there's a dark thread which attracted me to the film." After Berke's heart has been broken, his once- ideal world goes awry. "I like the idea of the sane, hap